UST
by Irrepressable
Summary: Since regenerating, the Doctor has been feeling a little funny around his pretty companion. For a person who educates people for a living, Clara can be horribly dense sometimes. 12/Clara


**I turned 28 on the 15th of July and have nothing to show for it. Guess who's old now.**

 **Anyway, an anonymous reviewer of** _ **Heated**_ **requested a fic of this sort. It took me a while, but I decided to write it. It only made sense, of course, for the fic to be rated M. I don't mind doing requests once in a while. I love doing them, in fact. Many of my stories originated from requests from various people, including my own mother. My mother also beta-reads and helps edit my stories before I post them. Of course, I can't always be at my mother's house for her to read my stories, so it would be nice to have other beta-readers. If anyone is interested, please send me a message. Reviews are love!**

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 **Title: UST**

 **Rating: M**

 **Summary: Since regenerating, the Doctor has been feeling a little funny around his pretty companion. For a person who educates people for a living, Clara can be horribly dense sometimes.**

oooooooooooooooooooooooo

The Doctor had a problem. Since he had regenerated, things had been a bit odd for him and not in the usual way. One odd thing was Clara she seemed a bit _different_ somehow. Sure, there was the awkwardness of adjusting to him post-regeneration and his difficulty expressing his feelings in a non-offensive manner, but that wasn't quite it. At first, the Doctor couldn't put his finger on it. It had puzzled him for the longest time. When it finally hit him, it hit him like a cricket bat to the back of the head. He was _attracted_ to Clara Oswald. Not only that, but he also liked her a lot more than he should. Of course, he wasn't her boyfriend and had said so himself, so he kept of the pretense of being the asexual alien best friend who wasn't remotely interested in sex, especially not with her. Meanwhile, he suffered in silence as the unresolved sexual tension in the TARDIS climbed to an all-time high, the likes which he hadn't seen since his ninth and tenth bodies when he had been stuck in the TARDIS with Rose Tyler and on a daily basis had to battle the urge to pounce on her. Just as he was tempted with his lovely blonde former companion, the Doctor was sometimes almost overcome with the urge to bend Clara over the console and...

Well, he certainly wasn't doing _that_. Oh, he had been tempted, though. All the while, he managed to keep the signs of his little problem hiden from Clara. It was a source of relief and frustration that, for someone who educated others for a living, Clara could be horribly dense sometimes. There were numerous occasions when his willpower was tested, but in the end, he had prevailed. Still, the temptation was strong. There had been numerous times when he had almost caved.

The first time wasn't his fault.

The Doctor had been waiting in Clara's flat for ages. He had called her and she had told him that she'd be back soon, but that was four hours ago. He was about ready to go out and look for her when he heard the door to her flat open and close. "That's it." Clara snapped. "I officially hate clubbing. I am never, _ever_ going clubbing with that woman again!"

The Doctor was about to ask what she was doing swinging a club, but when she walked into her bedroom, words failed him. The Doctor's mighty eyebrows achieved lift-off when he saw what Clara was wearing. Her outfit. It definitely wasn't her typical look. Sure, her skirts were always a bit on the short side, but this was something else. This black skirt was even shorter, and tight to the point of being almost indecent. She also wore a red tube top, which was just as tight. Because it was so tight, the Doctor could see that she wasn't wearing a bra. He swallowed silently. Clara's outfit wasn't the only thing in the room that was tight. The Doctor's trousers were feeling a bit tight as well. He adjusted his position and crossed his legs to hide his not-so-little problem. When he tried to speak, his words came out oddly high-pitched. "Wherehaveyoubeen?" the Time Lord squeaked.

Clara, unable to understand him, asked, "What did you say?"

The Doctor cleared his throat and said, "I said, where have you been?"

"Out." Clara sighed. "Wasting time with a colleague. Never again!"

The Doctor's eyes were drawn to Clara's chest. Her nipples were still hard from the cold air outside. The Doctor could feel his cheeks heating up. His companion sighed and asked, "Is it too late for us to go out and see something? I could use a distraction."

"I was going to pick you up next Wednesday," the Doctor replied, "but I suppose I can squeeze in one little adventure."

Clara let out a sigh of relief and smiled. She bent over and pecked the Doctor's cheek, causing him to blush even harder. For some reason, Clara hadn't noticed. The Doctor was unspeakably relieved about this. "Thank you, Doctor." Clara said, still smiling.

"You're lucky I was feeling generous." the Doctor said brusquely.

Clara rolled her eyes at the Doctor, who stood up and was about to head for the TARDIS. Suddenly, Clara was in front of him, her arms outspread as she zeroed in for a hug. Imediately, the Doctor panicked. He tried to escape, but he was unable to avoid her embrace. He was terrified, terrified that she might feel the hardness in his trousers poking at her. Thankefully, her lower body was far enough away from his that she did not come into contact with his erection. "Clara, you know I don't like hugs!" the Time Lord practically yelped.

"Well, you're going to have to get used to it." Clara replied.

When she released the Doctor, he was unspeakably relieved. Clara glanced down at her outfit and said, "I suppose that I should change into something a bit more practical."

The Doctor's eyes zeroed in on Clara's cleavage, which was enhanced by the tube top that she was wearing. He quickly looked away before she could notice. "Indeed." the Doctor replied, his voice a little strained. "Especially those shoes. How can you walk in them?"

"If you were a woman and my size, you'd understand." Clara replied.

"Well, I suppose you can't help being ridiculously tiny." the Doctor said, managing to keep his voice even.

"I'm not tiny." Clara huffed. "I'm fun sized."

"You're travel-sized." the Doctor said back, "Now change."

Clara huffed and headed over to her dresser. She opened drawers and started extracting various articles of clothing. When Clara bent over to retrieve something from a lower drawer, the Doctor got a world-class view of what was under that tight little skirt of hers. Her lacy black underwear left very little to the imagination. The Time Lord swallowed silently behind his companion. A mental image filled his head, an image of him placing his hands on Clara's hips, pulling her against him to feel his hardness, and taking her right there, against her dresser. His manhood twitched excitedly at the thought. The Doctor swallowed silently and turned away from her, pretending to be interested in something on the wall. Clara cleared her throat. The Doctor turned slightly and looked back over his shoulder at her. His companion crossed her arms over her chest and said, "Back to the TARDIS with you. I'm not going to change with you in my room."

"Don't take too long." the Doctor replied tersely. "You're a female. Females take forever to get ready to go anywhere."

"That is sexist and incorrect." Clara said with a small note of annoyance in her voice. "Now go. I'll only be a few minutes."

Without a word, the Doctor headed back into the TARDIS. He leaned against the wall, his eyes clenched tightly shut and his breathing labored. He tried to think un-sexy thoughts to make his erection go away. Daleks. Nuns. Dead puppies. Strax naked. The Doctor let out an audible sigh of relief when his erection subsided. He then hurried over to the console when he heard Clara walk in. To the Doctor's relief, she was wearing something a bit more modest and lest tight. The Doctor would not think any more of what he had seen Clara wearing in her flat. He would not be tempted. He refused to be tempted. An adventure would definitely take his mind off of things.

ooooooooooooooooooooooooooo

The second time was also not his fault, but he should have seen it coming.

After a series of especially unpleasant adventures, the Doctor had caved and taken Clara to a resort planet. Clara, oblivious to the Doctor's attraction to her, ordered one room for the both of them. The Time Lord's mind had gone somewhere else when Clara had mentioned sharing a room, so he hadn't had time to protest. Still, he paid for the room and wondered just how he would mange to avoid any inappropriate reactions to her presence. He assumed that it was a room with two beds, but he didn't know for sure because he was too busy trying to keep his mind out of the gutter to pay close attention. He hoped with all of his being that the room had two beds. The woman behind the desk handed them each a key card and said, "I hope you have a pleasant stay at Sigma Resorts. Your luggage will be taken to your room shortly."

When the Doctor and Clara arrived at their room, Clara swiped the key card. The door slid open and the Doctor peeked into the room. To his dismay, there was only one bed. Schooling his voice to sound cross, the Time Lord said, "There's only one bed."

"We've shared a bed before." Clara said with a shrug.

"You know I don't like the touching." the Doctor huffed. Except he wanted to touch his human companion in very inappropriate places.

"Doctor, look at the bed." Clara said with a roll of her eyes. "It's easily big enough for four people. There won't be any touching. Really, would it be _that_ bad to sleep with me?"

The Doctor's normally brilliant mind went in a rather idiotic and base direction upon hearing that statement. He mentally smacked himself before replying, "I have half a mind to go back to the receptionist and demand a refund."

Clara rolled her eyes again and said, "Doctor, you saw the sign. It said 'no refunds'."

"Yes, well, I have unlimited credits." the Doctor pointed out. "Maybe it would be a better idea do just leave."

Clara folded her arms across her chest and gave the Doctor a harsh stare. It wasn't anything near what the Doctor himself was capable of, but it was still impressive for someone whose face didn't seem to be created specifically for being cross. "We are staying here for the agreed-upon three days." Clara said firmly. "You need the rest and relaxation as much as I do."

"Fine." the Doctor grumbled. "Have your little," he waved his hand dismissively. " _fun_ and _pool parties_ and _sunshine_. Just don't expect me to put on a pair of swim shorts and join you."

"Nobody said that you had to go swimming, Doctor." Clara groaned. "Just relax. We have three days here and I plan on enjoying them. You should, too. You can't spend the entire three days in our room, sulking."

"I do not _sulk_." the Doctor said with a note of irritation.

"Call it what you want." Clara said. "It's sulking. My point remains valid. A little sunlight won't kill you."

The Doctor crossed his arms over his chest and grumbled under his breath. How had he let Clara talk him into this?

oooooooooooooooooooooooooooooooooooooo

Reclining in a poolside sunlounger, Doctor looked up from the digital novel he was reading off the resort-owned tablet to watch Clara enjoying the pool. To try to avoid problems, he had 'accidentally' lost the bag that Clara's blue and white polka-dotted bikini was in. With those big, brown eyes of hers that the Doctor had not been able to resist, Clara convinced him to buy her a new swimsuit. The only one availible in her size was a charcoal grey and black tankini. Now she was swimming about in one of the resort's many large swimming pools. She looked like she was enjoying herself. The Doctor hid a smile behind his tablet and returned his attention to his novel. Suddenly, there was a yell of, " _Cannonball_!"

The Doctor was sprayed with water from the massive splash. He looked up and glared at the tanned, muscular, blonde human male with the tribal armband tattoo and vivid green eyes. The blonde gave the Doctor the most unapologetic look before swimming off. Idiot. A few minutes later, the Doctor glanced up again to see Clara chatting with someone. He couldn't see because there was a fat, sunburnt tourist in the way. Before the Doctor could complain, Chubby moved out of the way. This, of course, gave the Time Lord a chance to see who Clara was chatting with. It was Armband again. He was standing there in what basically ammounted to some black strings around his waist and between his buttocks and legs and a snug black pouch to hold his genitals. Generally, very little was left to the imagination. The Doctor suspected that Armband's level of intelligence directly correlated to his level of body hair, and what the Doctor could see of him was smooth and hairless. Armband was chatting with Clara in what was clearly a flirtatious manner. Clara was smiling at the man and even flirting back! Armband placed a hand on Clara's forearm and the Doctor frowned. Armband reminded the Doctor a bit of a Slinky in that the blonde didn't seem to be good for much, but it would be nice to see him tumble down a flight of stairs.

As time went on, Armband's posture became more seductive as he leaned into Clara's space a little more. Clara didn't mind, so Armband kept talking. The Doctor growled and gripped the edges of his tablet tightly. He knew why this was bothering him, he told himself. It wouldn't do for a strange male from another time period, possibly carrying unknown diseases, to impregnate Clara. He had a duty to stop that from happening. The Doctor rose from his sunlounger and began to approach them. Armband asked Clara something and she shook her head. He pointed at the Doctor and she nodded. Armband said something else and Clara stood still. The blonde idiot pointed at the Doctor, then at another sunlounger, and kept talking. When the Doctor came into earshot, Armband's words were, "- out here, so your room can be free."

"Chad, It's going to rain tonight! There might even be a storm!" Clara pointed out angrily, placing her hands on her hips.

"He could use one of the umbrellas to keep dry." Armband argued

"Oh, you did _not_ just say that!" Clara snapped.

"Come on, he's _ancient_!" Armband attempted to be persuasive. "It's not like he'll remember it in a couple days. You're young. You're hot. Ditch his skinny, wrinkled ass and party with _me_."

Clara seemed to be getting angrier and angrier at the blonde. Finally, Armband's ultimate stupidity truly let itself become known. "I mean, if you're sharing a room with him, people might think things. The guy's so old that he's practically dead. Better you party with me and people think that you're a chick with a hot, sexy stud than they think that you're banging a zillion-year-old half-dead grandpa."

With surprising strength and swiftness, Clara's hand flew up to the man's face in an attempted slap. However, he was nearly a head taller than the Doctor and was able to dodge it. "Ha!" Armband jeered. "Can't get that, you tiny half-pint micro-bitch! Go back and play with your gross-ass senile geezer grandp-"

Without missing a beat, Clara interrupted him by striking out at him, this time punching him in the groin. Several people winced. Several people laughed themselves silly. Armband doubled over, cluching his abused genitals. Clara placed her hands on her hips and said, "If you're going to mess with a _tiny half-pint micro-bitch_ , remember that we don't have to bend over as far to punch you in the testicles."

With that, Clara let out an annoyed huff and walked away. When she reached the Doctor, who was about halfway to where she and Armband were initially standing, Clara took the Time Lord by the hand that wasn't carrying the tablet. She then said, "Come on, Doctor. Let's get something to eat."

The Time Lord did not argue. When he ganced over at the defeated Armband, the Doctor wasn't at all smug about the whole thing. Okay, maybe he was a little smug. When the Doctor returned his gaze to Clara, she looked up at him and said, "Don't ask."

Apparently, she didn't know that he had heard the whole thing. Some of Armband's words about the Doctor had been a little upsetting. Was the Doctor old? Very. However, he was neither gross nor senile and 'a zillion' wasn't a number. He _was_ very pleased with Clara, though. In a crude but effective manner, she had defeated her witless foe.

ooooooooooooooooooo

After a day of reading and watching Clara enjoy herself, the Doctor was ready to rest his eyes for a couple of hours. He slid the key card through the reader and the door slid open. Their room was as imaculate as ever, but there was one noticeable difference. His luggage had arrived. He glanced at Clara, who seemed very upset. "What the _hell_?" Clara cried.

"What?" the Doctor asked. "What is it?"

"Aren't you noticing anything, Doctor?" Clara asked, hands on her hips.

The Doctor looked back and forth between Clara and the room. He then inquired, "What?"

"My _luggage_ isn't _here_." Clara ground out. "I'm going to check the front desk."

The petite brunette stomped out of the room and headed over to the front desk. The recepionist, in a nauseatingly cheerful manner, asked, "How may I help you this evening?"

"My luggage isn't here." Clara said angrily. "It's supposed to be in my room with his," she pointed at the Doctor. "but it isn't."

"One moment, please." the receptionist said with a smile.

The woman then began to type down something in the computer. She read the results before looking back at Clara. "I'm sorry, but your luggage has been sent to the wrong Sigma Resorts resort on this planet. I'll send for it and it will be here soon." the receptionist said, still smiling.

Clara let out a sigh of relief, which was quickly deflated by the receptionist's next words. "It'll be at the front desk right away in the morning."

Clara groaned and trudging back over to their room. The Doctor gave the receptionist a harsh glare before heading back after Clara. When he arrived at their room, she was sitting on their bed, looking as frustrated as can be. The petite brunette let out another frustrated sigh. "It's been a long day." she said with a frown. "I'm tired and I want to go to bed and I can't sleep in my swimsuit but I can't put on my pajamas because they're _in my luggage_!" She looked up at the Doctor and asked, "What the hell am I supposed to sleep in, Doctor? I can't exactly go to bed in the nude."

The Doctor couldn't help but picture Clara naked. He mentally slapped himself. He thought it over for a bit before walking over to his luggage, unzipping a bag, and pulling out one of his plain white dress shirts. He tossed it over to Clara and said, "Here, sleep in this. You'd better be grateful."

Clara smiled at the Doctor and he felt a strange fluttering sensation in his abdomen. He felt his cheeks heat up slightly. "Thank you, Doctor." Clara said happily.

Clara stood up and started walking over to the Time Lord, clearly intent on giving him a hug. The Doctor took a step away from Clara and said, "I know what you're thinking. Don't do it. I'm not a hugger."

Clara rolled her eyes and gave the Doctor a quick one-armed hug. She then headed over to the bathroom to change out of her swimsuit and into the Doctor's shirt. The Doctor sat down on the bed to wait for her to change. A short while later, she emerged from the bathroom. The sleeves had to be rolled up a bit, but Clara was wearing it. The thing is, because of their height difference, the shirt went down nearly to Clara's knees. The Doctor couldn't help but think that there was something strangely erotic about seeing his pretty companion wearing one of his shirts with nothing under it. _Nothing under it_. The Doctor swallowed silently. Letting out a contented sigh, Clara climbed into bed and slid under the covers. A soft smile on her face, she patted the side of the bed next to her and said, "You should rest too, Doctor."

The Time Lord swallowed again before sliding his coat off. He then removed his boots before climbing into bed next to Clara. She was wearing his shirt and nothing else. She would be lying right next to the Doctor, completely naked underneath the borrowed shirt. He rolled to his side so he wouldn't have to look at Clara. It was going to be a long night.

oooooooooooooooooooooooo

The Doctor was woken up later that night by the sound of a moan. Concerned, he rolled over to look at Clara. She was writhing in her sleep, making a series of soft groans and noises. Was she having a nightmare? He thought about waking up and reached over to do so when suddenly the smell of her hit his nose. He felt himself hardening in his trousers. It was not the scent of fear but _arousal_. Clara was having an erotic dream. The Doctor froze and watched Clara move in her sleep and listened to the soft, erotic sounds she was making. Oh, he was _painfully_ hard. He was tempted to reach down and touch himself, to give himself some measure of relief. The Doctor bit his lip before rolling over to lie on his back. His very prominent erection was visibly tenting the blanket on top of him. It was absolute torture for the Doctor as he continued to listen to Clara move and make soft, sensual sounds in her sleep. The Doctor was the very image of sexual frustration. He was so frustrated and incredibly hard. He quickly came to the realization that he would never be able to wear that particular shirt again without being intensely turned on by the memory of hearing Clara have a wet dream in it.

Finally, Clara reached her erotic peak and let out a loud gasp, arching her back dramatically. She then slumped back into bed. She let out a soft moan as she began to stir. The Doctor quickly roled to his side, facing away from Clara so she would not see the _issue_ in his trousers. Finally, Clara was awake and she sat up. The Doctor tried to seem relaxed, but he was still very tense. Clara seemed to pick up on the fact that he wasn't asleep but she didn't seem to notice how tense he was. "Can't sleep, Doctor?" she questioned.

 _No, I can't sleep because I want to tear my shirt off of you and ravish you_ , the Doctor thought silently. Instead of speaking his thoughts, he replied, "I don't need much sleep."

"Right." Clara said softly. "Can you try to get some anyway?"

The Doctor grunted noncommittally as he kept facing away from Clara. This wasn't out of apathy but rather because too much of his blood had had allotted iself down from his brain to below his waist for him to come up with an intelligent response. He listend to Clara lie back down and fall back to sleep. He was still hard and he was still frustrated and he wouldn't be able to get the image of Clara having an erotic dream in _his_ shirt for at least a week. It was definitely going to be a long, _long_ three days.

ooooooooooooooooooooo

The third time might have been slightly his fault.

They were on a diplomatic mission to Thurviglia. The chitinous locals seemed friendly enough, though Clara and the Doctor'd had to climb down a lot of ladders to reach the main area of the capital city. They had gotten rather dirty on the way down, so Clara took a shower imediately after she reached a place where it was capable. Unfortunately, she didn't have time to change out of her soft, fluffy robe when the queen of Thurviglia called herself and the Doctor down. Said Time Lord was busy trying not to think about Clara being naked under that robe as the queen droned on and on about some sort of thing that she needed. The Doctor, being distracted and being the Doctor, ended up saying something rude. The queen's hair-trigger temper caused her to demand that both he and Clara be executed imediately. Fortunately, they were faster runners than the guards. When they reached the ladders up, the Doctor hurried Clara up the ladder first before climbing up after her. This, of course, proved to be a mistake. Every time he looked up, he got a direct view up Clara's robe and she was wearing literally nothing underneath it. Despite the situation, the Doctor felt himself hardening. He had to get this over with quickly. "Clara, hurry up!" he barked.

"I'm going as fast as I can!" Clara replied. "My arms and legs aren't as long as yours! I can't reach as far!"

The Doctor groaned and tried not to look up. Sometimes it was unavoidable, so he would periodically get a direct view of Clara's womanhood. The Doctor flinched whenever his erection brushed one of the rungs of the ladder. When a blast of laser fire shot past them, barely missing them, Clara was able to hurry up a bit more. When she reached the top of the ladder, Clara stopped climbing. The Doctor didn't. He was busy looking down, so his head came up right between Clara's legs. " _Doctor_!" Clara cried in surprise.

Pretending to be unaffected, the Doctor barked, "Move!"

Clara quickly hurried out of the tunnel and across the floor to the TARDIS. The Doctor followed her, unlocked the ship, flung the door open, and yanked Clara through. He slammed the door behind him and headed over to the console, pulling levers and buttons to send the ship back into the vortex. Clara let out a sigh of relief as she slumped a bit. The Doctor glanced over at her. He saw that her robe had come partway open, providing a good view of the curves of her breasts. He looked away and pretended to be interested in a console. Schooling his voice to be gruff and normal, the Doctor said, "I need to check on a thing."

"All right." Clara said. "I'm going to take another shower, then."

With that, the Doctor left, making sure to keep his erection out of Clara's line of sight. He quickly hurried to his room, flung the door open, and closed it quietly behind him before locking it. Then, because the image of Clara's bare womanhood and the image of her naked body in the shower was too much for him, the Doctor leaned back against the closed door, unbuckled his belt, and unzipped his trousers, and let them fall around his ankles. He let images of himself touching Clara, bringing her pleasure with his fingers enter his mind. He began to stroke his hard length, intent on bringing himself to completion. He bit back the noises that threatened to escape from his throat as he pumped his length with his hand. He imagined that Clara's hand was the one beating the ever-living daylights out of his manhood. She was naked and on her knees. She would look up at him, lust in her eyes as she stroked him. Furiously, the Doctor pumped his length, making no other sound other than his loud, labored breathing. The Doctor quickly reached his peak, climaxing with a choked sob as he spurted his seed over his hand and the floor. He slid down to the floor as a sense of shame filled him. He had no business fantasizing about his pretty human companion doing those things to old, broken him. He cared about her too much to sully her with his darkness. Maybe he even cared about her a bit more than he should for someone who was supposed to just be her friend. He let out a sad sigh before sliding his trousers back on, standing back up, and heading over to his bathrom to clean up. He waited a few minutes to make his excuse believable before returning to the console room to tinker pointlessly with the machinery. He really needed to get his lust for Clara under control. He was getting in too deep.

ooooooooooooooooooooooooooooo

The fourth time was definitely his fault, but he definitely liked it.

The Doctor wasn't happy. By then, he had accepted that he had liked Clara Oswald in a manner that was not exactly platonic. Unfortunately, this came too late. She had acquired herself a _boyfriend_. She had said that she loved someone and that someone's name was not the Doctor. That hurt a bit more than it should and he was acting like a jealous child. It also didn't make his desire for Clara any easier. At least they still had Wednesdays. The Doctor vowed to try to keep up the pretense of the good, wholesome elements of their friendship.

This time, he and Clara were on Thigrophia, one of two planets with a Jorthax. They were there to collect some Jorthax droppings, which the Doctor would trade for a part to upgrade the TARDIS. A scientist who studied the Jorthax was with them, eager to observe the beast in its natural habitat. "This is absolutely fascinating!" the scientist declared as he gathered samples of Jorthax droppings. "So little is known about the feeding habits of the Thigrophian Jorthax."

Of course, there was a good reason that Jorthaxes were not extensively studied. The cysts that dropped off Jorthaxes were highly aggressive and attacked anything that moved. Add that to the fact that Jorthax cysts contained a substance that was often used in expensive perfumes, which often drew well-armed and very dangerous poachers. The Doctor frowned and said, "I'd rather not be here any longer than necessary."

"Indeed, Doctor." the scientist said. "Better safe than sorry. I'm almost done gathering samples."

Suddenly, there was the sound of a twig breaking. The Doctor tensed. Before anyone could react, they were quickly surrounded by poachers, who were all armed to the teeth. The leader of the poachers, a heavily scarred purple alien, said, "We're hunting here. Get lost."

The Doctor frowned and said, "Ah, yes. A man with a big, loaded gun to compensate for his small, empty head."

"Are you calling me stupid?" the leader growled.

"You're poaching Jorthax cysts. You tell me." the Doctor replied. "If you're lucky enough to avoid getting eaten, you're still too dim to avoid getting caught."

The leader snarled and cocked his rifle. The Doctor quickly grabbed Clara's hand and bolted, the scientist quickly behind them. They ran through the jungle, ducking behind obstacles and trying to evade the poachers. The Doctor spotted some ruins and darted behind them, moving out of sight and pulling Clara along with him. The Doctor had Clara pinned to the wall with his body. The scientist was a bit further behind the wall. The poachers quickly arrived. The Doctor, Clara, and the scientist held their breath as the poachers carefully searched through the foliage. After several long minutes, they moved on, leaving the trio behind. The Doctor turned to look at Clara. When his face was facing hers, the Doctor realized that their faces were only a couple inches apart. The scientist moved forward to peek around the wall, but he tripped and fell against the Doctor. The motion knocked the Doctor forward, pushing his face down to Clara's and forcing his lips against hers. Clara gasped in surprise and it took all of the Doctor's willpower to not slip his tongue between her lips and taste her. He lingered for a split second, hoping, pleading to whatever powers might be that Clara would kiss him back. Before Clara could get any ideas, the Doctor pulled back and schooled his features into an expression of equal shock. Clara looked away awkwardly and the Doctor pretended to be interested in something else in the jungle, trying to hide the fact that he was blushing from the two people with him. Once his blush had faded and the sound of Clara's surprised breathing had calmed down a bit, the Doctor said, "We'd best get back to the ship."

In careful silence, the trio headed back to the ship that the scientist had taken them to the planet in. The TARDIS was already onboard and the Doctor wanted to get that part and get it over with so he could avoid Clara for a while. However unintentional, the Doctor had kissed Clara Oswald and he had liked it. A lot. He quickly realized that he wanted to do it again.

ooooooooooooooooooooooooooooooo

That led to the Doctor's current predicament with his desire and non-platonic feelings for Clara. She was back on the TARDIS after they had solved the dreamcrab problem. She was standing in front of him wearing nothing but a nightie. She was here again and the Doctor wanted nothing more than to pull her into his arms, snog the living daylights out of her, and make love to her until she screamed for him and no one else. He had almost lost her. He knew that he would one day lose her, whether to time, premature death, or the possibility that she might just plain leave him. The Doctor frowned. That was it. She had to know.

"Clara." the Doctor said. "You need to know something. Something important"

Clara watched as the Time Lord approached her until he was standing very, very close to her. "What is it, Doctor?" she asked.

"Since I regenerated, things have been... difficult, for the both of us." the Doctor began.

Clara nodded and the Time Lord continued. "Over that time, there have been certain changes in behavior that I have noticed. Perhaps you might have noticed them as well."

Clara looked at him with a puzzled expression. The Doctor frowned and asked, "You did notice them, right?"

Clara frowned and said, "I don't know what you're talking about."

The Doctor growled and buried a hand in his curls. He growled before saying, "I'm saying that I... the thing is... you need to know that... I..."

Clara raised a brow and said, "Doctor, you're stammering. Just tell me what you want to say."

"What I'm saying, Clara, is that I-" the Doctor paused before saying, "Oh, fuck it."

He then siezed Clara's face in his hands and crashed his lips down against hers. Clara opened her mouth with a gasp and the Doctor traced her lips with his tongue before plunging it into her mouth and caressing her tongue with his. While this all happened, Clara stood there in stunned paralysis. When the Doctor pulled back, Clara said, "What... what was that?"

The Doctor sighed and said, "For someone who educates for a living, you can be _remarkably_ dense sometimes, Clara Oswald."

"What the _hell_ are you talking about?" Clara asked sternly. "Tell me."

"Don't make me say it." the Doctor said pleadingly.

Clara frowned and tapped her foot expectantly. The Doctor growled before snapping, "I fancy you, all right?! I care for you! I desire you! Accept me or reject me, it's the truth."

"Doctor..." Clara whispered, surprised by this revelation.

"I need your answer, Clara." the Doctor said with a tight voice.

"Doctor, I-" Clara stammered.

She struggled for words for a minute as the Doctor waited in pained silence. Finally, Clara gave her answer not in words, but in a sudden and abrupt action. She took the Doctor by his face and pulled his face down to hers, pressing her lips against this. The Doctor's only thoughts were, _thank the powers that be_.

The Doctor pushed Clara back against the console before grabbing her by the bum and lifting her up onto the console. The TARDIS helpfully moved the buttons out of the way. The Doctor grabbed his compantion's nightie by the hem and pulled it over her head. He then leaned back down to Clara and snogged her furiously. All while this was happening, Clara was working on relieving the Doctor of his clothes. He allowed her to push his coat from his shoulders. It fell to the floor in a rustle of cloth. She clumsily unbuttoned the Doctor's waistcoat before starting on his shirt. With his clothing open, she pulled the Doctor's bare torso against her naked body. The Doctor leaned down and dragged his tongue up Clara's neck before nibbling and suckling at her pulse point. It would leave a mark later, and that thrilled the Doctor. His hands left her body long enough to unbuckle his belt and unzip his trousers before pulling his erection free. Clara pulled him back down to her in a sloppy kiss. The Doctor almost missed her face half the time. Just as the Time Lord was about to enter her, Clara had enough clarity of thought to bark out, "Condom!"

The Doctor looked at her sheepishly. He then noticed a box of condoms on the TARDIS console. The Doctor mentally thanked the blessed machine. He opened the box and unwrapped a condom before sliding it over his erect length. Finally, he took himself in hand and guided himself into her tight, wet heat. They both let out loud moans as he filled her. For a moment, the Doctor was still as he savored the sensation of simply at long last being inside Clara Oswald. Clara hooked her legs around his waist and whimpered, trying to pull him against her and encourage him to move. The Doctor, of course, obliged. He slid in and out of her, closing his eyes and savoring the sensation. He listened to her loud breaths and the soft sounds that she made as he moved in and out of her. Clara leaned forward and pressed her forehead against the Doctor's before she whispered, "More."

The Doctor obliged once more, increasing the speed of his thrusts. Clara's breathy moans grew louder as he increased his pace. Still, he was careful with her. He wanted to enjoy this. He wanted to draw this out. He wanted to enjoy this. After a while, Clara grew unsatisfied with this and cried, "Harder!"

The Time Lord increased his pace even further until he was pounding into Clara. She wrapped her arms around the Doctor's neck and let out loud, sharp cries with every thrust. He savored the feeling of Clara's inner muscles massaging his length when he was inside her. He closed his eyes and fell into the sensation. It could have been minutes. It could have been hours. It was rare that the Doctor lost track of time, but he had been pulled into the euphoria and ecstacy of making love with Clara Oswald. After an untold amount of time, he felt that he was getting close and he wanted to take Clara with him. The Doctor reached down and began to rub Clara's clitoris, doubling the sensation that she was feeling. "Clara, is this..." he choked.

"Yes!" Clara gasped. "Please, I'm so close!"

The Doctor increased the pressure and the speed of his thrusts before, at last, Clara arrived at her orgasm and screamed out the Time Lord's name in ecstacy. When the he felt her inner muscles clenching him tightly, the Doctor climaxed with a groan of Clara's name.

Bathed in the post-coital afterglow, Clara and the Doctor both panted, the Time Lord's length still buried deep within his companion. His forehead was still pressed against hers as they breathed loudly. Finally, the Doctor pulled his softened length out of her and backed his head away a little before lowering it down once again and pressing his lips agains Clara's in a gentle, lingering kiss. When they separated, the Doctor gave Clara a gentle smile. The petite brunette smiled back and let out a breathy, "Wow."

"I'll take that as an 'I accept'." the Doctor said quietly.

"Yes." Clara replied softly. "It's definitely a yes."

"Good." the Doctor said with a smile.

The Time Lord leaned down and gave Clara a peck on the lips. The impossible girl sighed and slid down from the top of the console. Clara was quiet for a second before saying, "I assume that you're letting me stay, then."

With the deed done and the air cleared, the unresolved sexual tension in the TARDIS was finally resolved. The Doctor gave a roguish smile and said, "Good. You won't get away from me so easily now, Clara Oswald."

Clara smiled in return and said, "Good."

She then pulled the Doctor down for another deep, sensual kiss.

oooooooooooooooooooo

 **I really hope you guys appreciate what I've gone through for you, the things that I've had to put my eyes through to do research for parts of this story. I have seen horrible, horrible things. I hope I never have to look up information on extreme male swimwear ever, ever again. You're getting into 'oh god, it burns' territory here. If you want to wear this crazy stuff then that's your issue, but seriously, what's wrong with some regular ol' swim shorts? I don't know. Maybe it's just the models they use. I'm not into men at all, especially not uber-muscled beerfcakes. Don't ask me how I'm so decent at writing straight romance and smut and stuff. I'm not quite sure myself. Just enjoy it. I'm not going to let this stop me. I'm still going to take requests.**


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